Investment Company Act Risks in Fractionalized Real Estate Structures
Section 3(c)(5)(C) is the exemption real estate sponsors reach for most often — and understand least well. Here is how the asset composition test…
Read moreInsights on Real Estate Capital
Legal updates on real estate syndications, fund formation, and tokenized offerings under U.S. securities law.
State Blue Sky Laws and Tokenized Real Estate Offerings
Federal compliance is the starting point. State Blue Sky law is where sponsors who skip the fine print discover the problem. Sponsors who structure…
Read moreTransfer Restrictions and Secondary Trading: What Sponsors Must Know
A token that can move on a blockchain is not a token that can legally trade. The gap between those two things is where…
Read moreCustody Requirements for Digital Asset Securities in Real Estate
Custody is the compliance issue that tokenized real estate sponsors consistently underestimate. The pitch for tokenization focuses on speed, accessibility, fractional ownership, and streamlined…
Read moreBroker-Dealer and ATS Issues in Tokenized Real Estate Platforms
Here is a compliance problem that comes up constantly in the tokenized real estate space: a platform operator builds what they describe as a…
Read moreApplying the Howey Test to Real Estate Tokens
Here is something every real estate sponsor considering tokenization needs to understand from the start: tokenization does not remove your offering from U.S. securities…
Read moreHow the U.S. SEC Views Digital Asset Securities
Digital assets do not receive a special carveout from U.S. securities law simply because they use blockchain technology, carry a token label, or settle…
Read moreAre Real Estate Tokens Securities?
Real estate tokens are routinely treated as securities under U.S. law because they are sold as fractional investment interests tied to property income, appreciation,…
Read moreSelecting the Right Securities Exemption for Tokenized Real Estate Offerings
Tokenization has created new ways to package and distribute investment interests in real estate, private credit, and other alternative assets. What it has not…
Read moreTokenized Real Estate vs. Traditional Syndications: Key Legal and Structural Differences
What Sponsors and Investors Need to Understand Before Choosing a Capital-Raising Structure Real estate sponsors today can raise capital through traditional syndication structures or…
Read moreHow Real Estate Tokenization Works Under U.S. Securities Laws
Real estate tokenization is not a shortcut around securities regulation. That has always been true, and the SEC’s 2026 interpretive release — Release Nos.…
Read moreHow the CLARITY Act Could Reshape Real Estate Tokenization
The CLARITY Act remains pending in the Senate. But a major piece of the regulatory picture it was meant to provide has already arrived:…
Read moreHave a deal that needs structuring?
Get counsel specific to your offering. Schedule a consultation with Jason Powell.
Or reach directly